UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☒ Definitive Additional Materials
☐ Soliciting Material under §240.14a-12
KLDISCOVERY INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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SUPPLEMENT TO PROXY STATEMENT
FOR 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON JUNE 13, 2024
On April 29, 2024, KLDiscovery Inc. (the “Company”) made available to stockholders and filed with the Securities and Exchange Commission (the “SEC”) its Notice of Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”) relating to the Company’s 2024 Annual Meeting of Stockholders to be held on Thursday, June 13, 2024 at 10:30 A.M., EDT, or any adjournment or postponement thereof (the “Annual Meeting”).
This Supplement to the Proxy Statement is being made available to stockholders to update certain information set forth in the Proxy Statement and to correct a ministerial error. No changes are being made to the proposals being submitted to stockholders for their approval at the Annual Meeting. This Supplement is first being made available to stockholders on or about May 2, 2024.
This Supplement should be read in conjunction with the Proxy Statement. Except as specifically set forth below, this Supplement does not otherwise amend, revise, modify or otherwise update any disclosure or other information presented in the Proxy Statement. Capitalized terms not defined herein have the meaning ascribed to such term in the Proxy Statement.
Lawrence B. Prior III Biographical Information (Page 12 of the Proxy Statement)
Mr. Prior’s biography in the Proxy Statement provided that he is a director of QinetiQ Group plc. Mr. Prior resigned from his position as a director of QinetiQ Group plc on March 16, 2024.
Equity Compensation (Page 22 of the Proxy Statement)
With respect to the performance based RSUs granted to certain employees, including certain of our NEOs, in 2022 and 2023, the Proxy Statement provided that a determination of vesting for any of the shares underlying these awards applicable to 2023 performance had not been made. On April 23, 2024, based on revenue in 2023, the Compensation Committee approved the vesting of the remaining 50% of the shares underlying the restricted stock unit awards applicable to the 2022 targets, and 100% of the shares underlying the restricted stock unit awards applicable to the 2023 targets.
Security Ownership Table (Pages 26-28 of the Proxy Statement)
Due to a ministerial error, the footnote references in the table setting forth information regarding the beneficial ownership of Common Stock did not correctly correspond with the numbering following the table. The beneficial ownership table has been amended and restated below solely to correct the numbering of the footnotes following the table.
* Denotes less than 1%.